tion. Such payments shall be made in specie or current bank bills; and no check, draft or certificate of deposit shall be received.

$9. If the whole of the capital stock be not taken up Further sub during the said three days, the said commissioners may re- scriptions ceive further subscriptions, on such other day and at such place in the city of Troy, as they or a majority of them shall from time to time appoint, until the whole capital stock of the said corporation shall be taken up, giving public notice thereof as directed by the seventh section of this act.

of stock

$10. The commissioners shall proceed within sixty Distributioti days after the passage of this act, to distribute the capital stock of the said corporation among the subscribers thereto. In case there should be subscriptions to more than the amount of such stock, within the time above prescribed, it shall be the duty of the said commissioners to apportion the same among the subscribers thereto, in such manner as a majority of them shall deem most advantageous to the interest of the institution; and there shall not be allowed to any one of the subscribers or commissioners, directly or indirectly, or to any one in trust for him, more than fifty shares of said stock, if, without such allowance, the whole stock be taken up.

published.

$11. The commissioners shall, within ten days after Name to be the distribution of said stock, publish in one of the newspapers published in the county of Rensselaer, a full and complete statement of all of the subscribers for the same, with their places of residence, the number of shares by each subscribed for, and the number of shares allotted to each of them; which statement shall be sworn to by the. commissioners.

$ 12. The expenses incurred by the commissioners in executing any duties required by this act shall be paid out of the moneys received by them from subscribers to whom stock shall be distributed.

Expenses.

$ 13. No corporation, having banking powers under the Restriction. authority of this state or of the United States, shall be permitted or authorised, directly or indirectly, to subscribe for any part of the capital stock of the corporation by this act created, nor to purchase, take or hold any part of such stock, except when the same shall be hypothecated in good faith in security for a debt or loan; and in such case, the shares of stock so hypothecated shall be sold within sixty days after such debt shall become due, according to the terms of such hypothecation; and if not so sold, the same shall be forfeited, and shall belong to the

Directors.

First election.

elections.

fund created by the "Act to create a fund for the be nefit of the creditors of monied corporations, and for other purposes," passed April 2d, 1829; and the commissioners directed to be appointed by the said act shall take the necessary measures to appropriate the same accordingly, and shall sell the same as soon as may be, and pay the proceeds to the comptroller for the benefit of the said fund.

$14. The stock, property, affairs and concerns of the said corporation shall be conducted by thirteen directors, being stockholders thereof, and citizens of this state; but no person shall be a director who shall not, at the time of his appointment, hold in his own account, and not in trust in any manner whatsoever for any other person, at least twenty shares of the stock of the said corporation.

$ 15. The first election of directors under this act, and of three inspectors of the first annual election thereafter, shall be held at such time and place in the city of Troy, as shall be directed by the said commissioners, who, or a majority of whom, are hereby appointed inspectors of such first election; and the persons then elected such directors shall hold their offices until the second Tuesday of June, in the year eighteen hundred and thirty-four, and until others are elected; and the said election shall be holden within two months after the capital stock shall have been subscribed.

Subsequent $ 16. The directors for every subsequent year shall be elected on the second Tuesday of June of each year, at such time of the day, and at such place in the city of Troy, as a majority of the directors for the time being shall, by a resolution to be entered in their minutes, appoint, and shall hold their offices one year, and until others are elected in their stead. No person who shall be a director in any other bank or monied corporation shall be eligible to the office of director in the corporation hereby created.

Notice,

Votes.

$ 17. Public notice of every election under this act shall be given by the commissioners or directors, not less than fourteen days previous to the time of holding such election, by an advertisement to be inserted in one or more of the newspapers printed in the said city of Troy, and in the state paper.

$ 18. Each stockholder, at the time of the first election of directors, shall be entitled to one vote on each share of stock which he shall have held in his own name at least fourteen days previous to the time of voting. At every subsequent election, each stockholder shall be en

titled to one vote on each share of stock which he shall have held for the time required by law; except that in case any one person shall hold more than four hundred shares, (including all shares which may be held by any other person in trust for him,) no more than four hundred votes shall be given upon all such shares.

$ 19. All elections for directors shall be by ballot, and By ballot. the thirteen persons who shall have the greatest number of votes shall be directors; and if, at any election, two or more persons have an equal number of votes, then the directors who shall have been duly elected, shall proceed by ballot, and by plurality of votes, to determine which of the said persons so having an equal number of votes shall be director or directors, so as to complete the whole number.

$20. If any director shall remove out of the state, or Vacancies. cease to be a stockholder to the amount of twenty shares, his office shall be vacant; and whenever any vacancy shall happen among the directors, such vacancy shall be filled for the remainder of the year in which it shall happen, by such person possessing the qualifications as to ownership of stock and citizenship above required for a director of this corporation, as the remainder of the directors for the time being, or a majority of them, shall appoint.

S21. The directors elected, as soon as may be after President. their election, shall proceed in like manner to elect one of their number by ballot to be their president.

when to

S22. The said corporation shall not commence the Banking business of banking until the whole of the capital stock commence. of the said corporation shall have been paid to the said corporation, in specie or current bank bills; and an affidavit shall have been made by the president and cashier of the said corporation, and filed with the comptroller, setting forth that such payment has been made, and that no loan has, to the knowledge of such officers, been made, to enable any stockholder to pay up the amount of his shares, or any part thereof, under any implied or express agreement that such loan was to be repaid by a discount of any note or other security by such corporation; and any person guilty of wilful false swearing in any such oath, shall be subject to the pains and penalties of perjury.

S 23. The directors of the said corporation shall have officers. power, from time to time, to appoint so many officers, clerks and servants, for carrying on the business of the corporation, and with such compensation as to them shall

seem meet.

By-laws.

Calls on stockholders.

Notice thereof.

Bills, notes,

$24. The directors for the time being shall also have power to make and prescribe such by-laws, rules and regulations, as shall be needful, touching,

1. The government of the said corporation, and the management and disposition of its stock, business, property, estate and effects:

2. The time, manner and terms at and upon which discounts and deposits shall be made and received in and by the same:

3. The duties and conduct of the officers, clerks and servants employed by the said corporation: and,

4. All such matters as may appertain to the concerns of the institution.

$25. The directors for the time being shall have power to require the stockholders respectively, to make payment of all sums of money by them subscribed, at such times and in such portions as such directors shall see fit, under the pain of the forfeiture of the shares upon which such payments are required, and all previous payments thereon, to the said corporation.

S 26. The directors shall give notice of every such call, by notice to be published at least once a week for eight weeks successively, in one or more of the newspapers printed in the said city of Troy, and in the state paper; which notice so published, shall be a sufficient call on each stockholder, to authorise in case of his default to comply therewith, the forfeiture above provided. $ 27. The obligations, contracts, bills, notes and other c. assign evidences of debt, made or issued by the said corporation, shall be obligatory upon the said corporation, and be assignable and negotiable in like manner as if made or issued by a private person; and every evidence of debt assigned by the said corporation, by endorsement thereon, shall enable the assignee thereof to maintain an action thereupon in his own name; but every note, bill or evidence of debt, purporting to be a bank note, to be issued by the said corporation, shall be deemed and taken to be payable at the banking-house of the said corporation.

ble.

Dividends.

Transfers.

$ 28. It shall be the duty of the directors of the said corporation, to make dividends half-yearly or otherwise, of so much of the surplus profits arising from the business of the said corporation, as they or a majority of them shall deem advisable.

$ 29. No transfer of any stock in the said corporation shall be valid until such transfer shall have been registered in a book to be kept for that purpose by the directors of such corporation; which book shall, at all reasonable times during the usual hours of transacting business,

be open to the examination of any person having in his possession any note, bill, or other evidence of debt, issued by such corporation, the payment of which shall have been refused; and of any stockholder of the said corporation.

$30. In case any officer of such corporation, having Penalty. charge of such books, shall refuse to permit the same to be examined as aforesaid, he shall, for every such offence, forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal shall have been made.

neglect or

$31. If at any time the president, directors and com- In case of pany of the said corporation shall neglect or refuse, for refusal to reten days after demand at their banking-house, during the deem notes. regular hours of business, to redeem in specie, any evidence of debt issued by the said corporation, the said company shall discontinue and close, until it shall resume payment as aforesaid, all its operations and business, except the securing and collecting of debts due or becoming due to the said corporation, unless it shall be permitted to proceed in its ordinary banking operations, under the section next following.

to chancellor,

$32. The said corporation may, after the payment of Application its debts shall have been refused, apply to the chancellor by petition, accompanied by a full disclosure of the state and affairs of the corporation, for leave to proceed in its business; and if the chancellor, after due examination, shall find that the proceedings of the said corporation have been fair and without fraud, and that such corporation is in a condition to resume its operations, he may, by an order to be entered in the minutes of the court of chancery, permit the said corporation so to do.

$33. The said corporation shall be liable to pay to the Damages. holders of every evidence of debt made by it, the payment of which shall have been demanded and refused, damages for non-payment thereof, in lieu of interest, at and after the rate of ten per cent per annum, from the time of such refusal, until the payment of such evidence of debt and the damages thereon.

$34. It shall not be lawful for the said corporation to Restriction. redeem the bills, notes, or other evidences of debt of any monied institution without the jurisdiction of this state, and which shall be made payable at the said Troy City Bank; and it shall not be lawful for the said corporation to give public notice that it will redeem the bills, notes or other evidences of debt of any monied institution beyond the jurisdiction of this state.